Ingredion (INGR) outside director Talbot awarded 1,797 RSUs in annual equity retainer

Rhea-AI Filing Summary

Talbot Siobhan reported acquisition or exercise transactions in this Form 4 filing.

Ingredion Inc director Siobhan Talbot reported receiving an equity award of 1,797 shares of common stock in the form of restricted stock units as part of the annual retainer for outside directors. The grant is valued at $107.34 per share and represents her entire reported direct holding after the award.

The RSUs were issued under the Ingredion Incorporated Stock Incentive Plan, reflecting a 2026 change from a calendar-year basis to a twelve‑month cycle aligned with the annual stockholder meeting. Each RSU settles into one share of common stock and is scheduled to vest on May 19, 2027, subject to possible accelerated vesting upon retirement, death, disability, or a Change in Control.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Talbot Siobhan

Role null

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	1,797	$107.34	$193K

Holdings After Transaction: Common Stock — 1,797 shares (Direct, null)

Footnotes (1)

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Key Figures

RSU grant size: 1,797 shares Grant value per share: $107.34 per share Total direct holdings after grant: 1,797 shares +1 more

4 metrics

RSU grant size 1,797 shares Restricted stock units granted to outside director on May 20, 2026

Grant value per share $107.34 per share Reference value for the RSU award

Total direct holdings after grant 1,797 shares Common stock directly held following the reported transaction

RSU vesting date May 19, 2027 Scheduled vesting date for the RSU award

Key Terms

restricted stock units ("RSUs"), Stock Incentive Plan, annual equity retainer, Change in Control

4 terms

restricted stock units ("RSUs") financial

"These are restricted stock units ("RSUs") issued under the Ingredion Incorporated Stock Incentive Plan"

Restricted stock units (RSUs) are a company promise to give an employee shares of stock (or cash equivalent) in the future, but only after certain conditions—usually staying with the company for a set time or hitting performance goals—are met. Investors watch RSUs because when they vest they increase the number of shares outstanding and can lead insiders to sell shares, affecting share price, company dilution and the true cost of employee pay.

Stock Incentive Plan financial

"issued under the Ingredion Incorporated Stock Incentive Plan to the Company's outside directors"

A stock incentive plan is a company program that gives employees or directors pieces of ownership or the right to buy shares over time, similar to receiving a bonus paid in company stock instead of cash. Investors pay attention because these plans align staff incentives with long‑term company performance but can also dilute existing shareholders and affect reported profits when grants are expensed, so they influence both ownership percentages and financial results.

annual equity retainer financial

"represents the full value of the outside directors' 2026 annual equity retainer"

Change in Control financial

"subject to the Committee's discretion to accelerate vesting upon an outside director's retirement, death, disability, or a Change in Control"

A "change in control" occurs when the ownership or management of a company shifts significantly, such as through a merger, acquisition, or sale of a large part of its assets. This change can impact how the company is run and may influence its future direction. For investors, it matters because it can affect the company's stability, strategy, and value, often signaling potential changes in investment risk or opportunity.

Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Talbot Siobhan

(Last) (First) (Middle)

5 WESTBROOK CORPORATE CENTER

(Street)

WESTCHESTER ILLINOIS 60154

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
Ingredion Inc [ INGR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/20/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	05/20/2026		A		1,797(1)	A	$107.34	1,797	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. These are restricted stock units ("RSUs") issued under the Ingredion Incorporated Stock Incentive Plan to the Company's outside directors as part of their annual retainer (as further described in Exhibit 10.26 to the Company's Annual Report on Form 10-K for the year ended December 31, 2025, filed on February 17, 2026). One portion of this grant covers the period from April 1, 2026 to May 19, 2026, and the remaining portion represents the full value of the outside directors' 2026 annual equity retainer, reflecting the Company's shift in 2026 from a calendar-year basis for director stock compensation to a twelve-month cycle aligned with the annual stockholder meeting. The RSUs may be settled only in shares of common stock (one share per RSU) and will vest on May 19, 2027, subject to the Committee's discretion to accelerate vesting upon an outside director's retirement, death, disability, or a Change in Control.

	Michael N. Levy, attorney-in-fact	05/22/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

What did Ingredion (INGR) director Siobhan Talbot report in this Form 4?

Siobhan Talbot reported an award of 1,797 restricted stock units of Ingredion common stock. The award is part of the outside directors’ annual retainer and was granted at a reference value of $107.34 per share, increasing her direct reported holdings to 1,797 shares.

Is the Ingredion (INGR) Form 4 for a stock purchase or compensation grant?

The Form 4 reflects a compensation-related grant, not an open‑market stock purchase. Talbot received 1,797 restricted stock units under Ingredion’s Stock Incentive Plan as part of her annual director retainer, with no indication of a discretionary market buy or sell.

When do Siobhan Talbot’s Ingredion (INGR) RSUs vest?

The restricted stock units are scheduled to vest on May 19, 2027. Vesting may be accelerated at the committee’s discretion if the director retires, dies, becomes disabled, or if a Change in Control occurs, according to the award footnote description.

How many Ingredion (INGR) shares does Siobhan Talbot hold after this Form 4 grant?

After the reported grant, Talbot’s total direct holding is 1,797 shares of Ingredion common stock. This entire position comes from the newly awarded restricted stock units reported in the filing, with no additional direct holdings shown in this Form 4.

How were the Ingredion (INGR) RSUs for Siobhan Talbot valued in the Form 4?

The 1,797 restricted stock units were valued at $107.34 per share for reporting purposes. This value is used in the Form 4 to describe the grant’s per‑share amount, though the RSUs themselves will settle into actual shares upon vesting.

What change in Ingredion (INGR) director compensation timing is mentioned in the Form 4 footnote?

The footnote explains that in 2026, Ingredion shifted director stock compensation from a calendar‑year basis to a twelve‑month cycle aligned with the annual stockholder meeting. This grant covers an initial April 1–May 19, 2026 period and the full 2026 annual equity retainer.